Common use of ANNUAL REPORT TO SHAREHOLDERS; WAIVER Clause in Contracts

ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35) days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) an income statement, (iii) a statement of changes in financial position for the fiscal year, and (iv) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

AutoNDA by SimpleDocs

ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors Board shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporationCorporation. Such report shall be sent to the shareholders at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)) days) before days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws Bylaws for giving notice to shareholders of the corporationCorporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) year and an income statement, (iii) a statement and statement of changes in financial position for the fiscal year, and (iv) accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation Corporation that the statements were prepared without audit from the books and records of the corporationCorporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation Corporation are held by fewer than one hundred (100) holders of record.

Appears in 1 contract

Samples: Merger Agreement

ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)) days) before days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws Bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) year and an income statement, (iii) a statement and statement of changes in financial position for the fiscal year, and (iv) accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record. 6.

Appears in 1 contract

Samples: Merger Agreement (Peerless Systems Corp)

AutoNDA by SimpleDocs

ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of directors shall cause an annual report to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least fifteen (15) days (or, if sent by third-class mail, thirty-five (35)) days) before days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these bylaws Bylaws for giving notice to shareholders of the corporation. The annual report shall contain (i) a balance sheet as of the end of the fiscal year, (ii) year and an income statement, (iii) a statement and statement of changes in financial position for the fiscal year, and (iv) accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

Appears in 1 contract

Samples: Merger Agreement (Phone Com Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!